Common use of Board of Directors Clause in Contracts

Board of Directors. Pursuant to the articles of association of the Issuer, the Issuer is managed by the Board of Directors composed of at least three members, who need not be shareholders of the Issuer. The general meeting of shareholders appoints the directors and determines their number, remuneration and the term of their office. Directors cannot be appointed for more than six years and are re-eligible. Directors may be removed at any time (with or without cause) by a resolution of the general meeting of shareholders. All powers not expressly reserved to the shareholders by the law of Luxembourg of 10 August 1915, on commercial companies, as amended (the “Commercial Companies Law”) or the article of association fall within the competence of the Board of Directors, which has all powers to carry and approve all acts and operations consistent with the corporate object. The Board may establish one or several internal committees and shall determine their power and composition (see “—Corporate Governance”). Pursuant to the articles of association of the Issuer, the Board of Directors can validly deliberate and act only if is present or represented a majority of its members. The resolutions of the Board of Directors are validly taken by a majority of the votes of directors present or represented. The chairman has a casting vote in the event of tie. Any director having an interest conflicting with that of the Issuer in a transaction carried out otherwise than under normal conditions in the ordinary course of business, must advise the Board of Directors thereof and cause a record of his statement to be mentioned in the minutes of the meeting. The director concerned may not take part in these deliberations. A special report on the relevant transactions is submitted to the shareholders before any vote, at the next General Meeting. The persons set forth below are the current members of the Board of Directors of the Issuer. The Board of Directors of the Issuer manages the business activities of the Issuer. The Directors of the Issuer are all domiciled for the carrying out of their duties at the Issuer’s operational headquarters.

Board of Directors. Pursuant to the articles of association of the Issuer, the Issuer is managed by the Board of Directors composed of at least three members, who need not be shareholders of the Issuer. The general meeting of shareholders appoints the directors and determines their number, remuneration and the term of their office. Directors cannot be appointed for more than six years and are re-eligible. Directors may be removed at any time (with or without cause) by a resolution of the general meeting of shareholders. All powers not expressly reserved to the shareholders by the law of Luxembourg of 10 August 1915, on commercial companies, as amended (the “Commercial Companies Law”) or the article of association fall within the competence of the Board of Directors, which has all powers to carry and approve all acts and operations consistent with the corporate object. The Board of Directors may establish one or several internal committees and shall determine their power and composition (see “—Corporate Governance”). Pursuant to the articles of association of the Issuer, the Board of Directors can validly deliberate and act only if is present or represented a majority of its members. The resolutions of the Board of Directors are validly taken by a majority of the votes of directors present or represented. The chairman has a casting vote in the event of tie. Any director having an interest conflicting with that of the Issuer in a transaction carried out otherwise than under normal conditions in the ordinary course of business, must advise the Board of Directors thereof and cause a record of his statement to be mentioned in the minutes of the meeting. The director concerned may not take part in these deliberations. A special report on the relevant transactions is submitted to the shareholders before any vote, at the next General Meeting. The persons set forth below are the current members of the Board of Directors of the Issuer. The Board of Directors of the Issuer manages the business activities of the Issuer. The Directors of the Issuer are all domiciled for the carrying out of their duties at the Issuer’s operational headquarters.. Mr. Xxxxx Xxxxx .............................................................. 72 Chairman Mr. Xxxxxxx Xxxxxxxx ..................................................... 51 Co-Chief Executive Officer Mr. Xxxxxxx Xxxxxxx ........................................................ 53 Co-Chief Executive Officer Mr. Xxxx Xxxxxxx Xxxxxxxxx .......................................... 75 Vice Chairman Ms. Xxxxxxx Xxxxx .......................................................... 73 Director Ms. Xxxxxx Xxxxx ........................................................... 44 Director Mr. Xxxxx Xx Xxxxx ......................................................... 77 Independent Non-Executive Director Mr. Xxxxxxxx Xxxxxxx ....................................................... 62 Independent Non-Executive Director Mr. Xxxxx Xxxxxxxxx.......................................................... 78 Independent Non-Executive Director Mr. Xxxxxxxx Xxxxxxx ...................................................... 64 Non-Executive Director Ms. Xxxxxxxx Xxxxxxxxx ..................................................... 67 Non-Executive Director

Board of Directors. Pursuant to the articles of association of the Issuer, the Issuer is managed by the Board of Directors composed of at least three members, who need not be shareholders of the Issuer. The general meeting of shareholders appoints the directors and determines their number, remuneration and the term of their office. Directors cannot be appointed for more than six years and are re-eligible. Directors may be removed at any time (with or without cause) by a resolution of the general meeting of shareholders. All powers not expressly reserved to the shareholders by the law of Luxembourg of 10 August 1915, on commercial companies, as amended (the “Commercial Companies Law”) or the article of association fall within the competence of the Board of Directors, which has all powers to carry and approve all acts and operations consistent with the corporate object. The Board may establish one or several internal committees and shall determine their power and composition (see “—Corporate Governance”). Pursuant to the articles of association of the Issuer, the Board of Directors can validly deliberate and act only if is present or represented a majority of its members. The resolutions of the Board of Directors are validly taken by a majority of the votes of directors present or represented. The chairman has a casting vote in the event of tie. Any director having an interest conflicting with that of the Issuer in a transaction carried out otherwise than under normal conditions in the ordinary course of business, must advise the Board of Directors thereof and cause a record of his statement to be mentioned in the minutes of the meeting. The director concerned may not take part in these deliberations. A special report on the relevant transactions is submitted to the shareholders before any vote, at the next General Meeting. The persons set forth below are the current members of the Board of Directors of the Issuer. The Board of Directors of the Issuer manages the business activities of the Issuer. The Directors of the Issuer are all domiciled for the carrying out of their duties at the Issuer’s operational headquarters. Name Age Position Mr. Xxxxxx Xxxxx ............................................................... 66 Chairman Mr. Xxxxxxx Xxxxxxxx........................................................ 47 Co-Chief Executive Officer Mr. Xxxxxxx Xxxxxxx .......................................................... 49 Co-Chief Executive Officer Mr. Xxxxx Xxxxx ................................................................ 67 Vice Chairman Mr. Xxxx Xxxxxxx Xxxxxxxxx ............................................. 71 Vice Chairman Ms. Xxxxxxx Xxxxx ............................................................. 69 Director Ms. Xxxxxx Xxxxx.............................................................. 40 Director Mr. Xxxxx Xx Xxxxx............................................................ 73 Independent Non-Executive Director Mr. Xxxxxxx Xxxxxxx Xxxx ............................................... 74 Independent Non-Executive Director Mr. Xxxxxxxxx Xxxx............................................................ 83 Independent Non-Executive Director Mr. Xxxxx Xxxxxxxx Xxxxxxx .......................................... 56 Non-Executive Director Ms. Xxxxxxxx Xxxxxxxxx ........................................................ 63 Non-Executive Director Mr. Xxxxxxx Xxxxxxxxx ....................................................... 53 Non-Executive Director holds a licence as a Certificated Public Accountant in Italy. Previously, he served as Chief Financial Officer and Chief Information Officer of Bianchi Vending S.p.A. (manufacturer of vending machines for hot and cold drinks and snacks) where he contributed to create the Bianchi Vending group as a result of the merger between Nuova Bianchi S.p.A. and Tecnomet Italia S.p.A. and in particular he supported, inter alia, the definition and implementation of the international cash pooling and the working capital management system. Furthermore, Mr. Xxxxxxx collaborated in the start-up of new branches in Chile and Europe. From 2000 to 2002, he was managing director of Nuova Bianchi S.p.A. and from 1994 to 1999, he was project manager of S.E.F.—Servizi Economici e Finanziari S.r.l. He commenced his career with Studio Associato Tartaro, a consulting firm. Xxxx Xxxxxxx Xxxxxxxxx serves on our Board of Directors. Since October 2014 he has served as the CEO of F2i Fondi Italiani per le Infrastrutture, an important institutional and private fund qualified in infrastructure investments. After graduating from La Sapienza University of Rome (Faculty of Mechanical Engineering), he went to work for Anic (Azienda Nazionale Idrogenazione Combustibili), a company belonging to the Eni Group. He also worked as an industrial analyst for IMI (Istituto Mobiliare Italiano), a public authority born after the crisis of 1929 with the aim of re-launching national economy. He also worked in GEPI (Società per le Gestioni e Partecipazioni Statali) for seven years, where he assumed the responsibility of acquisitions and privatisations. From 1984 to 1991, Mr. Gamberale returned to the Eni Group and, as the Chairman and Chief Executive Officer of several companies belonging to the Eni Group, he carried out the privatisation of Eni’s textile sector and other non-core segments. He served as CEO of SIP (a company which operates in the telecommunication business), Managing Director of Telecom Italia and CEO of TIM. He left TIM for 21 Investimenti, a fund belonging to the Benetton family, where he assumed the role of Vice Chairman. From 2000 to 2006 Mr. Gamberale worked for Autostrade per l’Italia. After a short period as a Vice Commissioner of the FIGC (Federazione Italiana Giuoco Calcio), he established F2i, a fund destined for infrastructure investments in fields such as airports, renewable sources, gas distribution, integrated water services and optical fibre networks. In 2007, Mr. Gamberale was awarded an honorary degree in Telecommunication Engineering from Tor Vergata University of Rome. In 2010, he was the first manager to introduce a SPAC (Special Purpose Acquisition Company) in Italy. Since June 2015 he has served as the Chairman of Iterchimica, a company operating in the production and sale of chemical additives for road paving, and from July 2015 as the Chairman of Quercus Assets Selection, a company specialising in infrastructure investments in renewable area. In July 2015 Mr. Gamberale became Chairman of Grandi Lavori Fincosit, a group operating in the infrastructure, maritime and construction sectors. Mr. Gamberale is currently President of PSC Group, a leading Italian company in the field of technological buildings, railways, highways and subways. He is also Country Advisor for Italy of At Xxxxxxx and the Chairman of the Association Amici della Speranza, a non-profit organisation supporting the Hematology Xxxx of the San Xxxxxxxx Hospital of Rome. Xxxxxx Xxxxx serves on our Board of Directors. From 1999 to 2004, she worked for LD S.r.l. where she was responsible for the administrative and accounting area. In 2005, she collaborated with Studio Tributario di Romano di Lombardia as tax advisor and labour advisor. Since 2008, Ms. Cerea has worked for the Group in the area of human resources, specifically compensation and benefits where she is responsible, inter alia, of job description and job analysis. of finance, administration and control of Olivetti Argentina S.A. In 1983, he was appointed as responsible for the planning and control of the Raggruppamento Chimica Fine division of the Montedison group. In 1984, he was appointed as responsible for the finance and control area of the Industrie Zanussi S.p.A. In 1990, he was general director of Industrie Zanussi S.p.A. and in 1996, he was appointed managing director of Electrolux Zanussi S.p.A. Among various senior positions within Electrolux Zanussi S.p.A., he was also appointed chairman of Veneta Factoring S.p.A. and Chief Executive Officer of Electrolux International S.p.A., serving in capacities as director both in Italy and abroad. In 2001, he was Chief Executive Officer of the Benetton Group S.p.A. and subsequently appointed for other assignments in the board of directors of others companies belonging to the same group. From May 2003 to June 2006, he was Chief Executive Officer and general director of Banca Popolare FriulAdria S.p.A. (presently Crédit Agricole). From October 2006 to October 2009, he has been chairman and managing director of Toro Assicurazioni S.p.A., Chairman of DAS and Augusta Assicurazioni S.p.A., assistant chairman of Xxxxxxx Xxxx S.p.A. and finally director of Consorzio G.B.S. From October 2009 to May 2011, he was appointed as managing director of Alleanza Toro S.p.A., chairman of DAS and Augusta Assicurazioni S.p.A., assistant chairman of Xxxxxxx Xxxx X.x.X. and director of Consorzio G.B.S. Among his various assignments, he also held positions with Mitsui Co. Italia as responsible of trading and assistant director responsible for the area food and sundries department. He holds a master’s degree in economics and business from Bocconi University of Milan in as well as a degree in banking from University of Udine. Xxxxxxxxx Xxxx serves as an Independent Non-Executive Director on our Board of Directors. In addition to his position with our Group, he was the chairman of Parmalat S.p.A, Fullsix S.p.A., chief executive officer of the Institute of the Italian Encyclopedia Treccani (Istituto dell’Enciclopedia Italiana Treccani) and he is director of the Coesia Group. He began his career in 1956 with the Olivetti Group and subsequently was appointed to various executive positions, including chief executive officer of the Austrian, British and German subsidiaries of the Olivetti Group where he restructured operations in those countries. In 1984, Mr. Xxxx was appointed chief executive officer of Xxxxxxx Xxxxxxxxx Editore, one of Europe’s well-known publishing companies, and from 1993, held the same position with Finivest S.p.A., a financial holding company. In 1996, the Italian Government appointed him chief executive officer of Enel, where he led its transformation from a former state electrical utility to a leading private multinational group in the oil and gas sector. Mr. Tatò has also been chairman of HDP—Holding di Partecipazioni Industriali S.p.A. (current RCS Mediagroup S.p.A.) and La Compagnia Finanziaria, Chief Executive Officer of Cartiere X. Xxxxx, chairman and chief executive officer of IPI S.p.A and Xxxxxx Film and director of Prada Holding for eight years. Managing Director and Partner at Bank of America Capital Partners Europe, based in London, the European principal investment arm of the Bank of America Group (2000-2006); he also worked at Paribas Affaires Industrielles (PAI), the principal investment arm of the Banque Paribas, based in Paris, where he was Managing Director and Partner, responsible for Italy (1998-2000); prior to which he was Managing Director and Partner at Sopaf, the Italian merchant bank (1990-1997) and worked for the Olivetti Group (1984-1990) in the Strategic Planning, Operational Planning, Marketing Department, he was also General Manager of a Commercial Subsidiary. From 2010 to 2014 Mr. Xxxxxxx was a member of the board of directors of the Bocconi Alumni Association. Since 1987, Mr. Xxxxxxx has been a Professor of Management at Bocconi University in Milan. He holds a MBA from Bocconi University, specialised in Decision Analysis at Stanford and earned a degree in Mechanical Engineering from the Polytechnic University of Turin. The following table indicates the corporations or partnerships in which the members of the Board of Directors of the Issuer participate as members of the administrative, management or supervisory bodies, or as shareholders, members or partners, as of the date of this Prospectus. Name Offices Company Mr. Xxxxxxx Xxxxxxx ....................................... Chairman Xxxxxx 3 S.r.l. Director Cellulose Converting Solutions S.p.A. Liquidator Mel Real Estate S.p.A. (in liquidation) Shareholder Breuil 3 S.r.l. Mr. Xxxxx Xxxxx ............................................. Director Goriziane Group S.p.A. Director Metroconsult Milano S.r.l.